Draft Law 246/2025 was recently adopted by Parliament and introduces a comprehensive set of changes with a significant impact on the functioning and governance of limited liability companies (LLCs) in Romania. In this article, we will address the following two main areas:

• the minimum share capital regime, reported for the first time in relation to the company's turnover, and
• the conditions for tax enforceability for the transfer of shares in controlled companies, within the meaning of the Tax Procedure Code.

Through these changes, the legislator aims to both strengthen financial discipline and protect the interests of creditors and the tax administration, in an economic context where the SRL remains the dominant form of organization in the Romanian business environment.

1. Minimum share capital differentiated according to the net turnover

The most important new feature introduced by Draft Law 246/2025 is that the minimum share capital of an LLC is no longer fixed, but is related to the net turnover of the previous financial year.

Thus:

• For LLCs with a turnover of over 400,000 lei - The minimum share capital becomes 5,000 lei. This marks an important change from the previous regulation, where the minimum threshold was only 200 lei, regardless of the size of the business.
• For newly established LLCs - The minimum share capital is set at 500 lei, an accessible level that maintains the friendly nature of starting a business, but at the same time introduces a higher standard than before.
• Capital increase based on turnover growth - If the company exceeds the threshold of 400,000 lei, the share capital increase must be completed by the end of the following financial year. This transition period provides predictability and time for compliance.
• Decrease in turnover does not reduce the minimum capital - Even if turnover subsequently decreases, the increased capital remains unchanged. Through this rule, the Romanian legislative authority seeks to prevent cases where companies reduce their capital in order to reduce the guarantees offered to creditors.
• Restrictions on reducing capital below the legal minimum - LLCs that are subject to the capital requirement of 5,000 lei cannot reduce their capital below this threshold, unless the reduction is accompanied by an increase that brings the capital back to the legal minimum. Otherwise, any interested party may request the liquidation of the company in court.

General compliance obligation: 2-year deadline

All LLCs already registered on the date of entry into force of the law are required to increase their share capital, depending on the turnover for the previous financial year, within a maximum of two years.

This deadline provides ample time for adjustment, especially for companies that need to increase their minimum capital from RON 200 to RON 5,000.

Facility for companies that comply by December 31, 2026

For LLCs that increase their share capital by this date, the publication fee in the Official Monitor, Part IV, is reduced by 50%, provided that the amendment relates exclusively to the increase in share capital required by law.

Dissolution of the company for non-compliance

An key element of the Draft Law 246/2025 is its mandatory nature. If the company does not increase its share capital within two years:

• the ONRC or any interested person may request the dissolution of the company,
• the company may avoid dissolution only if, before the dissolution decision becomes final, it brings its share capital up to the legal minimum.

This mechanism is similar to the provisions of Article 237 of the Companies Act and is harmonized with them.

1. New rules on the transfer of shares for companies under tax control

The law introduces a separate section on the transfer of shares when a partner who holds control, within the meaning of the Tax Procedure Code, transfers their shares.

The transfer becomes enforceable against the tax authority only if all of the following conditions are met:

1. a) Notification of the tax authority within 15 days

The seller, the buyer, or the company must submit the transfer agreement and the updated articles of association to the tax authority.

1. b) Setting up guarantees if there are tax debts

If the company has outstanding tax obligations, the seller or the company must set up guarantees in accordance with the Tax Procedure Code, in the amount of the debt mentioned in the tax certificate.

1. c) Agreement of the tax authority upon registration of the assignment in the National Trade Register

The Trade Register will record the transfer only if proof of ANAF's agreement regarding the guarantees provided is submitted.

Duration of guarantees and their enforcement

Guarantees are released once the debts are settled, but if they are not paid within 60 days of the transfer being recorded, ANAF will enforce them.

Conclusion

Draft Law 246/2025 is one of the most important recent reforms concerning limited liability companies. By linking the minimum share capital to turnover, the legislative authority introduces for the first time a criterion of proportionality between the size of the business and the financial resources formally assumed by the company. At the same time, the additional conditions regarding the transfer of shares strengthen fiscal discipline and increase the accountability of partners who control companies with debts.

For the business environment, the law requires compliance efforts, but it also offers predictability, reasonable deadlines, and facilities for those who act quickly.